The Startup Due Diligence Checklist: What Investors Check Before They Invest
Diligence is where slow deals die. Here is exactly what investors ask for, the documents to have ready, and how to be diligence-ready before you start raising.
A term sheet is not money in the bank. Between signing it and the wire comes diligence, where an investor verifies that the business is what you said it is. Deals rarely die here from a single red flag. They die from friction: missing documents, inconsistent numbers, weeks of back and forth. Being ready is a competitive advantage.
Corporate and cap table
- •Certificate of incorporation, MOA and AOA, and board resolutions.
- •A clean cap table with all shares, options and convertible instruments.
- •Founder agreements and vesting terms, plus any past SAFEs or notes.
Financials and metrics
- •Financial statements and management accounts, with your bank statements.
- •Core metrics an investor can reconcile: revenue, burn, runway, and unit economics.
- •A simple model showing how the raise takes you to the next milestone.
Legal, IP and compliance
- •Key customer and vendor contracts, and employment and contractor agreements.
- •IP assignment (make sure the company, not a founder personally, owns the code and brand).
- •Compliance filings: GST, TDS, ROC/MCA filings, and any regulatory licences.
Be diligence-ready before you raise
- 1.Assemble everything in a single, access-controlled data room, not a pile of email attachments.
- 2.Reconcile your metrics to your source data so every number is defensible.
- 3.Fix the obvious gaps (unsigned agreements, missing IP assignment) before an investor finds them.
Runway gives founders a data room and a diligence-readiness view, so you know what is missing before an investor asks, and your metrics come straight from connected data rather than a hand-typed sheet.
Frequently asked
What documents do investors ask for in due diligence?
Typically incorporation and cap table records, financial statements and metrics, key contracts (customer, vendor, employment, IP), compliance filings (GST, TDS, ROC), and founder and team details. Having these ready in a data room speeds the deal.
How long does startup due diligence take?
For an early-stage round it usually runs two to six weeks after the term sheet, depending on how organised your records are. Messy or missing documents are the most common cause of delay.